SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAGLEY RICHARD E

(Last)

(First)

(Middle)

197 EIGHTH STREET, SUITE 300

(Street)

CHARLESTOWN

02129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIOPHARM ONCOLOGY INC [ ZIOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, COO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.001 par value								75,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.7							⁽¹⁾	07/01/2014	Common Stock	150,668		150,668	D
Stock Option (right to buy)	$4.31							⁽²⁾	06/08/2015	Common Stock	63,197		63,197	D
Stock Option (right to buy)	$4.31							⁽³⁾	09/13/2015	Common Stock	27,417		27,417	D
Stock Option (right to buy)	$5.01							04/26/2006	04/26/2016	Common Stock	54,873		54,873	D
Stock Option (right to buy)	$5.01							⁽⁴⁾	04/26/2016	Common Stock	40,000		40,000	D
Stock Option (right to buy)	$6.49							⁽⁵⁾	12/13/2016	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$4.85							⁽⁶⁾	06/18/2017	Common Stock	25,000		25,000	D
Stock Option (right to buy)	$2.73							⁽⁷⁾	12/12/2017	Common Stock	75,000		75,000	D
Stock Option (right to buy)	$2.14							⁽⁸⁾	06/25/2018	Common Stock	60,000		60,000	D
Common Stock (right to buy)	$0.7	05/13/2009		A		100,000		⁽⁹⁾	05/13/2019	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. 50,223 shares vest on each of 7/1/05 and 7/1/06; 50,222 shares vest on 7/1/07.

2. 21,066 shares vest on each of 7/1/05 and 7/1/06; 21,065 shares vest on 7/1/07.

3. 9,139 shares vest on each of 9/13/05, 7/1/06 and 7/1/07.

4. 20,000 shares vest immediately; the remainder vest on 12/14/06.

5. 6,667 shares vest on each of 12/13/07 and 12/13/08; 6,666 shares vest on 12/13/09.

6. 8,334 shares vest on 6/18/08; 8,333 shares vest on each of 6/18/09 and 6/18/10.

7. 25,000 shares vest on each of 12/12/08, 12/12/09 and 12/12/10.

8. 20,000 shares vest on each of 6/25/2009, 6/25/2010 and 6/25/2011.

9. 25,000 shares vest immediately; 25,000 shares vest on each of 8/13/2009, 11/13/2009 and 2/13/2010.

	/s/ Richard E. Bagley	05/14/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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